Cineverse (CNVS) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 15, 2026, to vote on key proposals related to share issuance and meeting adjournment.

• Proposals include approval for issuing Class A common stock for the IndiCue acquisition and convertible notes, and potential adjournment to solicit more proxies.

• Virtual meeting format adopted for accessibility and cost efficiency.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to issue shares for the IndiCue acquisition and convertible note conversions, as required by Nasdaq Listing Rule 5635(a) and (d).

• Proposal 2 requests authorization to adjourn the meeting if more time is needed to gather votes for Proposal 1.

• Both proposals require a majority of votes cast for approval; abstentions and broker non-votes count as votes against.

• No appraisal or dissenters' rights are available for these proposals.

• Deadlines for shareholder proposals for the 2026 Annual Meeting are specified, with detailed submission requirements.

Board of directors and corporate governance

• Board unanimously recommends voting in favor of both proposals.

• Directors, executive officers, and principal stockholders collectively own approximately 12.4% of outstanding Class A common stock.

• No current directors, officers, or affiliates have an interest in the shares to be issued under the proposals.